Call Option Agreement

This Agreement (hereinafter referred to as the “Agreement”) was made on 1st of

February 2017 by and between the following parties:

A. Martin Lenard Vanderloo, holder of the Canadian passport with number

GB785001 with the residential address located at (hereinafter referred to as
“Option Writer”);

B. Dmitri Vozni, holder of the American passport with number 489073586 with the
(hereinafter referred to as “Option Holder”);

C. Can-Gro Genetics Inc., a company organized and existing under the laws of Canada
having its head office at 79 Wellington Street, Clinton, Ontario, Canada (hereinafter
referred to as the “Company”).

Hereunder are jointly referred to as “Parties” and each individually as “Party”.

Whereas:

A. Martin Lenard Vanderloo is the registered owner of 100% of the issued shares of
the Company (the “Call Shares”).

B. Option Writer has agreed to grant to the Option Holders and the Option Holders
have agreed to accept from Option Writer, a call option (the “Option”) to purchase
the Call shares of the Company as set forth in this Agreement.

It is hereby agreed as follows:

1. Call Option

1.1. Option Writer hereby irrevocably and unconditionally grants the Option
Holders a call option right for the Option Holders to acquire from Option
Writer, at the Exercise Price (defined below), at any time during the Exercise
Period (defined below), all of the Call Shares set forth opposite such the
Option Holders or their nominated party’s names, free from all claims, liens,
charges, pledges, mortgages, trust, equities and other encumbrances, and
with all rights attaching thereto on the Completion Date (defined below).

1.2. Exercise Price: (____________)

1.3. Exercise Period. The Option shall vest and become effective and
exercisable at each time commencing on the dates from this Agreement and
shall expire (________) years from the date of the Option.

1.4. Upon exercise of the Option, the Option Holder will become the registered
owner of 75% of the issued shares of the Company.

1.5. The consideration of the Option is(__________).

2. Manner of Exercise of Call Option

2.1. The Option Holders shall exercise the Option by delivering to Option Writer

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 a written notice in that the Option Holders intend to exercise its rights under
the Option to purchase all of the Call Shares.

2.2. Such notice shall be delivered to Option Writer at the address and in the
manner provided in the Notice section of this Agreement.

2.3. Completion Date: Within thirty (30) days after delivery of the notice, the
Option Holders shall purchase all of the Call Shares from Option Writer by
paying the Exercise Price as provided in Clause 1.2. Upon receipt of the
Exercise Price, Option Writer shall transfer the Call Shares to the Option
Holders.

3. Representations, Warranties and Covenants by Option Writer

3.1. Option Writer represents and warrants that, he holds of record and owns
beneficially all of the Call Shares, free and clear of any restrictions on
transfer, taxes, security interests, options, warrants, purchase rights,
contracts, commitments, equities, claims and demands.

3.2. As of the date of this Agreement, Option Writer is not a party to any option,
warrant, purchase right, pledge agreement or other contract or commitment
that could require Option Writer to sell, transfer or otherwise dispose of the
Call Shares, except as provided in this Agreement.

3.3. Upon the Option Holders’ purchase of the Call Shares under this Agreement,
the Option Holders will obtain and be fully vested in record and beneficial
ownership of the Call Shares, free and clear of any restrictions on transfer,
taxes, security interests, options, warrants, purchase rights, contracts,
commitments, equities, claims and demands.

3.4. Option Writer represents and warrants that as of the date of this Agreement,
he owns 100% of the issues shares of the Company and to the best of
Option Writer’s knowledge, there are no options or obligations granted by
the Company to purchase any shares of the Company.

3.5. During the option term, Option Writer shall not transfer, sell, contract to sell,
assign, encumber or otherwise dispose of any interest in the Call Shares
without the Option Holders’ prior written consent.

4. Representations, Warranties and Covenants by the Company

4.1. The Company represents and warrants that,

4.1.1. Option Writer holds of record and owns beneficially all of the Call
Shares, free and clear of any restrictions on transfer, taxes, security
interests, options, warrants, purchase rights, contracts, commitments,
equities, claims and demands; and

4.1.2. there are no promises, guarantees, or commitments between the

Company and Option Writer.

4.2. Upon the Option Holders’ purchase of the Call Shares under this Agreement,
the Option Holders will be the 75% owner of all issued shares of the
Company.

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 4.3. During the Option term, the Company will not issue additional shares without
the prior written consent of the Option Holders.

5. Entire Agreement

This Agreement is the final expression of, and contains the entire agreement
between, the parties with respect to the subject matter of the Agreement and
supersedes all prior and contemporaneous understandings with respect to it.

6. Modifications/Amendments

This Agreement may not be modified, amended, supplemented, or terminated, nor

may any obligations under it be waived, except by written instrument signed by
the party to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

7. Governing Law

This Agreement shall be construed in accordance with, and governed by, the laws
of Canada without regard for conflict of laws and provisions

8. Notices

Any notice required or permitted under this Agreement will be deemed given on
delivery to the party for whom it is intended at its address of record first mentioned
above.

In Witness whereof this Agreement has been entered into the day and year first
above written.

____________________________ ____________________________
Martin Lenard Vanderloo Dmitri Vozni

For and on behalf of:

Can-Gro Genetics Inc.

____________________________
Authorized Signatory